SecProbe.io

CORRESP
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filename1.htm

June
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    OS
                                            Therapies Incorporated

                                            Amendment No. 1 to Registration Statement on Form S-1

                                            Filed June 7, 2024

    File
    No. 333-279839

Ladies
and Gentlemen:

On
behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we are hereby filing with the U.S. Securities
and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended, one complete copy of the Company’s
Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”), relating to a proposed public offering of shares
of the Company’s common stock, including a copy of the exhibits listed in the Amendment as filed therewith.

The
Amendment reflects responsive changes to the SEC staff’s comment letter dated June 11, 2024, with respect to revising the financial
statements and accompanying footnotes to reflect the reverse stock split of the Company’s common stock effected on June 4, 2024,
by updating all share and per share amounts for all common stock related instruments. Set forth below are each of the staff’s comments
and the respective responses.

Amendment
No. 1 to Registration Statement on Form S-1

Index
to Financial Statements

Balance
Sheet, page F-2

 1. Please
                                            revise the presentation of your equity shares in the March 31, 2024 and December 31, 2023
                                            financial statements and elsewhere in your filing to retrospectively restate the number of
                                            shares to reflect the reverse split. Refer to the guidance in SAB Topic 4C and FASB ASC 505-10-S99-4.
                                            Additionally, include disclosures where appropriate in the filing confirming that the reverse
                                            stock split has been retrospectively applied for all periods presented.

Response:
In accordance with the guidance in SAB Topic 4C and FASB ASC 505-10-S99-4, the Company has revised the presentation of its equity shares
in the March 31, 2024 and December 31, 2023 financial statements and elsewhere in the filing to retrospectively restate the number of
shares to reflect the reverse split. Additionally, disclosure has been included in the filing confirming that the reverse stock split
has been retrospectively applied for all periods presented.

The
following language appears or has been added to pages 6, 11-12, 56, 98, 101, F-23 and F-46.

“On
June 4, 2024, we filed a certificate of amendment to our third amended and restated certificate of incorporation to effectuate a
1-for-2 reverse stock split of our outstanding shares of common stock, effective upon such filing. The par value and authorized
shares of our common stock were not adjusted as a result of the reverse stock split. No fractional shares were issued in connection with
the reverse stock split as all fractional shares were rounded up to the nearest whole share. All share and per share amounts have been
retroactively restated for all periods presented to reflect the reverse stock split.”

Notes
to the Financial Statements

Note
8 - Subsequent Events, page F-22

 2. Please
                                            provide disclosures about the reverse stock split, effected on June 4, 2024, in the subsequent
                                            events note here and as a subsequent note in the notes to the audited financial statement
                                            for the year-ended December 31, 2023.

Response:
As requested by the staff, disclosures have been added about the reverse stock split, effected on June 4, 2024, in the subsequent events
note on page F-23 and as a subsequent note in the notes to the audited financial statement for the year-ended December 31, 2023, on page
F-46. Please see the prior comment response for the complete reverse stock split disclosure.

Report
of Independent Registered Public Accounting Firm, page F-23

 3. Please
                                            have your independent auditor provide a revised audit report to include a dual date for the
                                            reverse stock split effected on June 4, 2024 in accordance with PCAOB – Auditor Reporting,
                                            at paragraph .05 of AS 3110, or explain why a revised audit report is not required.

Response:
In accordance with PCAOB – Auditor Reporting, at paragraph .05 of AS 3110, the Company’s independent auditor has provided
a revised audit report to include a dual date for the reverse stock split effected on June 4, 2024, on page F-23, as follows:

“/s/
MaloneBailey, LLP

www.malonebailey.com

We
have served as the Company’s auditor since 2020.

Houston,
Texas

May 13, 2024, except Note 9 which is dated June 13, 2024”

Additionally, as requested by the staff, we have removed in various places throughout the prospectus the word “assumed” that
appeared prior to the initial public offering price.

As
we have previously advised the staff, the Company and the lead underwriter would like to submit requests for acceleration of effectiveness
of the Company’s registration statement promptly in order to have the registration statement declared effective by the Commission
on or about Tuesday, June 18, 2024, or as soon thereafter as is practicable. The Company appreciates the staff’s review of the Amendment
with this expedited timing.

A
copy of the letter from FINRA clearing the underwriting compensation arrangements for the offering has been forwarded to you, and we believe
all other information has been previously provided to the staff.

Should
any member of the Commission’s staff have any questions concerning the enclosed materials or desire any further information or
clarification in respect of the Amendment, please do not hesitate to contact me (tel.: (212) 451-2234) or Paul A. Romness,
MPH, the Company’s Chief Executive Officer (tel.: (410) 297-7793).

    2

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

Enclosures

    cc:
    Jimmy
    McNamara, Esq., U.S. Securities and Exchange Commission

Mr.
Paul A. Romness, MPH

Mr. Christopher P. Acevedo

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